January 26, 2014

by JKL

Coffee Party Board of Directors – Special meeting to discuss Conflict of Interest policy

Meeting called to order at 1:45 PM EDT

P – Eric Byler, President

P – Egberto Willies, Vice President

P – Jeanene Louden, Treasurer and Managing Director

P – Dan Aronson, Channel Partnerships

P – Cameron Kruger, Development and Fundraising

L – Justin Brown, Internet Infrastructure (joined 2nd half of call)

Jeanene conducted the meeting.

Conflict of Interest areas:

General

Viridian Cares

Social Media Platform

General

A great deal of time was spent discussing the Conflict of Interest (COI) process, our need to understand our roles as directors, that there is a learning curve the first time anything like this is done, and that we may not come to a decision today.

The relevant documents were introduced by link.

The Bylaws – Article 7 pertains to Conflict of Interest

COI Policy document (Provided by Lynda Park) this document either has not been adopted or was adopted prior to the elected board of directors

COI Questionnaire (Provided by Lynda Park from the Board Development Work Group) also a document forwarded by the Board Development Work Group

An annotated section of the bylaws that deal with COI, asking questions as to meaning of certain phrases

COI Questionnaire

This is an interpretation of the bylaws

The bylaws themselves are the definitive document

The Board Development Work Group prepared this questionnaire prior to there being an elected board

Annotated section of the bylaws

The document included bylaws text in black and clarifying questions in red

The Board discussed the document at length.

Conclusions:

If a COI is suspected, it must be disclosed

Disclosure is not an admission of Conflict of Interest

Once disclosed, there is a decision making process

information is collected

audit – information is reviewed

a ruling is made

Discussion:

“Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.”

what does “insubstantial” mean.

“A financial interest is not necessarily a conflict of interest.”

WHEN is a financial interest not a conflict of interest?

Can anyone request disclosure?

Who is the audit committee?

Who should be looking at this?

the entire board together

should we find a group of experts

We are setting the bar for ethics in the Board of Directors of the Coffee Party.

as a legal matter

meet the standards

set the bar higher?

we are allowed

is corruption about a “sniff test”

Is the Board of Directors the definitive “nose”

we will never have everybody like everything we do

we can aim for that

we must be the ultimate test

The President wanted to make it clear that when he called for a COI assessment, he was not saying that anybody on this call or on the Board or has ever served on the Board is corrupt, or doing anything inappropriate, that we are just reviewing our responsibilities, and we want to be above any reproach. If we set a super high standard, what we’re really saying is we’re trying to avoid any appearance of corruption. He was not accusing anybody of corruption.

We have two COI questions in front of us

Viridian Cares

Social Media Assets

Both give us an opportunity to grow into this job with real life examples

The process as we understand it at this point

A concern about conflict of COI is raised

The Board deliberates as a full Board

Deliberation continues without the person of interest

The vote excludes the person of interest

Policy is set with votes that exclude the person of interest

Policy is set in the best interest of Coffee Party

Social Media Assets

A Director has been accused of having a conflict of interest with regard to posts on our Facebook page

The Question

We have a platform where we have hundreds of thousands of people that come to a website every week

Posting on that platform could be an advantage

No different then when Eric talks about StoryofAmerica.org

No different than when Dan talks about PartyReCon

The baseline needs to be set

Is that automatically a Conflict of Interest?

Response

The person of interest does not believe he has a COI

There is no contractual relationship between Coffee Party and the blog site

The blog is posted to the Coffee Party Facebook page

Generally, posts that link to any site on the internet will generate traffic to that site

It is inappropriate to discuss the website as a part of a conflict of interest discussion

Any website click makes a few pennies for someone

The click is about the article

If we send traffic to a media outlet in which a Director owns stock, do you have a vested interest in linking there?

A blog link is not the same as:

to promote a book,

to use Coffee Party’s database

I have never done that

I am one of the few CP Content Creators that have not been allowed to promote my book, not even as a CP give-away

Person of Interest Summary:

The COI is personal and about editorial differences

This should not even be on the Board agenda

Questions

Is this about utilizing a specific platform for monetary gain without that platform gaining a benefit?

We have to look at the full situation.

Are we looking at the bureaucracy rather than looking at the mission?

if there’s a financial benefit for CP?

if there is a branding benefit fro CP?

if there is good, bad, or any traffic that brings hits to CP?

Promotional uses through Coffee Party

Egberto’s As I See It: Class Warfare – The Only Resort To Right Wing Doom

Eric’s Story of America

Michael Charney with Tea with the Mad Hatter

Dan’s Party ReCon

All media outlets will have a financial gain from clicks

Cameron made a statement, summarized here.

What is the perspective on promoting others from the point of our mission? If it’s to get money out of politics and anything that gets done regardless of whether or not that means the person of interest gets a few extra dollars. We should be asking if there’s a reciprocity from the website in question that promotes Coffee Party.

Conversation shifted to the Viridian Cares perspective

Cameron may make a financial gain,

Cameron’s father may make a financial gain

Coffee Party makes a financial gain

COI is muddled

We’re not doing this specifically for personal gain

It’s such a hard and crazy question for us to ask ourselves.

Why is there a COI question is in place where there is really not a lot of monetary gain? Our motive is to make CP more viable thing in the community in order to acknowledge the mission, to succeed in the mission.

The actual action that’s taken isn’t personal profit but to bring benefit to Coffee Party so it alleviates the Conflict of Interest issue.

[Justin Brown joins the call and checks in.]

Linking Brand Promise and Conflict of Interest

Tension in the conversation revolved around postings by one board member on Facebook that are perceived to be in conflict with the Coffee Party’s promise of transpartisan, creating a safe space for dialogue and the desire of another board member to be seen as a credible journalist/documentarian while associated with Coffee Party.

Concern was also expressed about the perceived financial gain of advertising on the personal website that was directed from the Coffee Party Facebook page. (Later disclosure revealed the financial gain to be about $7 per month and the person of interest donates $10/month.)

The conversation about brand promise included:

Not about what generates clicks

About language that creates a safe place and invites others to ask themselves questions

Past Director said he had the temptation to put more inflammatory stuff on the site, but also said we needed to fight that urge.

Several Directors on the call expressed that they had more concern about brand promise than COI

PRO: This is COI

some felt the question is not whether there is a financial interest

even though there’s a financial interest, it could still in the interest of the Coffee Party to send traffic to other websites.

If there is agreement

that there is a material financial interest

that the “kind of messaging” that promotes clicks can be a disservice to our brand

then there can be damage to our community, and to our brand promise.

CON: This is not COI

Another way to look at this success is to ask how rather than why.

Attended classes

Developed skills

social media

how to use the internet

how to attract an audience

Why not say “let’s work together”

Why not say “how did you accomplish that?”

Why say this is a conflict of interest?

Brand v COI Discussion

More concerned about the brand than about COI

Fact-based can be civil, not so civil, transpartisan, not so transpartisan.

One can be vehemently progressive and not be anti-conservative.

We’re experiencing a failure to act, both with regard to branding and with regard to COI.

What are our agreements?

Is there an absence of agreements?

The Civility Pledge is an agreement we can act upon

Other agreements are very informal and if challenged wouldn’t do well.

Never wrong to ask the question,

We may find that we’re not prepared to answer it,

We need to create the lens through which we look in order to answer that question.

A conversation between Eric, Egberto, Dan and Jeanene outlined their perspectives about content, editing, censorship, the civility pledge and various interpretations of the brand promise. There was also acknowledgement of the vision as outlined by Annabel which moved many of the board to participate in Coffee Party.

Return to the question of COI

from the COI document – one of questions is “What does “not insubstantial” mean?”

Compensation includes direct and indirect remunerations as well as gifts or favors that are not insubstantial.

Our person of interest is donating $10 a month and making $7 a month, so COI may not be a conversation.

It is never wrong to disclose or ask the question and it is never wrong to answer it.

regardless of who the person is

regardless of whether the content is in keeping with our values or not

although I think that where we can see where the Coffee Party suffers from the COI in this case does have to do with values and brands but in any case,

We have to ask ourselves, is there a COI?

If yes, should we follow this procedure?

do we have a right?

do we have a responsibility?

do we have an obligation?

to create these kinds of arrangements in a way that protected interests of the Coffee Party –

its brand,

its members

its assets

we are not thinking of COI as corruption

The procedure

bring this question to the board

full disclosure of monetary gain

this is what’s going to happen

the board is in agreement with it anyway

the person of interest abstains from that vote

and the board approves of it,

then there cannot be a statement that there’s a conflict of interest. things need to be adhered to.

We need to determine a branding policy that would apply to anyone

Story of America

egbertowillies.com

any new person that we agree to bring in

guidelines in terms of protecting our brand

we’ve skirted around this for a long time because we didn’t want to have these kinds of conflicts, and now here we are.

If a new person says, “no, you have no right” we’re going to say, “we have a policy that we deliberated and we set “

Discussion:

A disclosure be filled out by every single (board) member.

Equal treatment of all and that’s the right answer.

Disrespect has no place in a board room ever.

Pro:

The top of the disclosure form says that everybody who becomes a Director would have to do this.

The document is a good interpretation of the bylaws

Con:

The Bylaws do not require that everyone who joins the Coffee Party Board to fill out the form

The Bylaws say that it’s the responsibility of the Directors if they think they might have a conflict of interest that they should fill it out

The document that Lynda provided us is not the Bylaws

Motion:By the next board meeting, we will have all filled out this COI statement to the best of our ability informed by the lead in to this document that was prepared by the Board Development group.